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Previous: VARTECH SYSTEMS INC, 10-Q, 1999-12-16 |
Next: MAPICS INC, 8-K, 1999-12-16 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
CABLETRON SYSTEMS, INC.
(Exact name of registrant as specified
in its charter)
|
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
35 Industrial Way
Rochester, New Hampshire 03867
(603) 332-9400
(Address, Including Zip Code and
Telephone Number,
Including Area Code, of Registrant's
Principal Executive Offices)
Eric Jaeger
Executive Vice President
Cabletron Systems, Inc.
35 Industrial Way
Rochester, New Hampshire 03867
332-9400
__________________________________
(Name, Address, Including Zip Code,
and Telephone Number, including Area Code, of Agent for Service)
With a copy to:
David A. Fine, Esq.
Ropes & Gray
One International Place
Boston, MA 02110
(617) 951-7000
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_]
CALCULATION OF REGISTRATION FEE
|
To Be Registered |
Registered |
Offering Price Per Share (1) |
Aggregate Offering Price (1) |
|
| Common
Stock,
$0.01 par value |
|
|
|
|
The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED DECEMBER 14, 1999
PROSPECTUS
10,000 Shares
CABLETRON SYSTEMS, INC.
Common Stock
This prospectus relates to the offer and sale from time to time by Jeffrey Churchill, a former Cabletron employee, of a total of 10,000 shares of common stock of Cabletron Systems, Inc. These shares were obtained by the seller from Craig R. Benson, a director of Cabletron Systems, Inc, in a private transaction on April 15, 1999. Cabletron Systems, Inc. will not receive any of the proceeds from the sale of the shares by the seller.
Cabletron Systems, Inc.'s common stock is listed on the New York
Stock Exchange under the symbol "CS." On December 13, 1999, the last reported
sale price of the common stock on the New York Stock Exchange Composite
Tape was $25.50 per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANYSTATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is December 14, 1999.
OUR COMPANY
Founded in 1983, Cabletron Systems, Inc. ("the Company" or "Cabletron") develops, manufactures, markets, installs and support standards-based Ethernet, Fast Ethernet, Gigabit Ethernet, Token Ring, fiber distributed data interface ("FDDI"), asynchronous transfer mode ("ATM") and wide area networks ("WAN") networking solutions. Enhancing the Company's award-winning networking products solutions, Cabletron's professional services team offers their expertise to improve performance, productivity and profi enterprise network life cycle. Through its intelligent switching and enterprise management products, the Company provides the foundation for a smarter network that ties together existing equipment with newer products and applications for a strategic enterprise that's more in line with the short- and long-term goals of an organization. The Company provides its leading edge business solutions to global customers for enterprise connectivity, service provider infrastructures, software and professional services. ant operations in the United States, Europe, Pacific Rim and in other industrialized areas of the world. With flexible and scalable products designed for Fortune 1000 enterprise networks, service providers and small businesses, Cabletron is a business communications specialist that provides intelligent, reliable, and cost-effective business solutions for the information age.
Cabletron is a Delaware corporation organized in 1988. The executive offices of Cabletron are located at 35 Industrial Way, Rochester, New Hampshire 03867, and its telephone number is (603) 332-9400. Its website is located at http://www.cabletron.com.
MARKETPLACE INFORMATION
The following table sets forth the high and low sale prices for
the Company's Common Stock as reported on the New York Stock Exchange (symbol
- CS) during the last three fiscal years ended February 28. As of May 17,
1999, the Company had approximately 3,540 stockholders of record. The Company
has paid no dividends on its Common Stock and anticipates it will continue
to reinvest earnings to finance future growth.
| Fiscal 2000 |
|
|
|
| First
quarter
Second quarter Third quarter Fourth quarter (through December 10, 1999) |
17.50 25.00 $23.94 |
11.13 14.13 $21.31 |
|
|
Fiscal 1999 |
|||
| First
quarter
Second quarter Third quarter Fourth quarter |
14.31 15.31 $14.38 |
6.63 6.63 $ 7.69 |
|
|
Fiscal 1998 |
|||
| First
quarter
Second quarter Third quarter Fourth quarter |
46.13 36.25 $23.50 |
27.88 22.94 $12.63 |
PLAN OF DISTRIBUTION
The Shares covered by this prospectus may be effected by the Selling Stockholders through broker-dealers from time to time in one or more transactions on the New York Stock Exchange (which may involve crosses or block transactions), at market prices prevailing at the time of sale. Any such broker-dealer will be entitled to receive a negotiated commission per share on its sales of the Shares.
WHERE TO FIND MORE INFORMATION
Cabletron files with the SEC, annual, quarterly and current reports, proxy statements and other information. You may read and copy reports, statements or other information filed by Cabletron at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the public reference rooms. Copies of the SEC filings made by Cabletron also are available to the public from commercial document retrieval services and at the y the SEC at "http://www.sec.gov."
Cabletron has filed a registration statement with the SEC with respect to the shares of common stock offered hereby. This prospectus is a part of that registration statement. However, as allowed by SEC rules, this document does not contain all the information you can find in the registration statement or the exhibits to the registration statement.
The SEC allows Cabletron to "incorporate by reference" into this document
information contained in another document that it may have filed separately
with the SEC and that is publicly available. The information so incorporated
by reference is deemed to be part of this prospectus, except to the extent
it has been superseded by information that appears in this prospectus.
This prospectus incorporates by reference the documents set forth below
that previously have been filed with the SEC. These documents co ut Cabletron
and its finances.
|
(File No. 1-10228) |
Period |
|||
| Annual
Report on Form 10-K
Quarterly Report on Form 10-Q Quarterly Report on Form 10-Q Current Report on Form 8-K Amended Annual Report on Form 10-K/A for fiscal year ended February 28, 1998 Amended Quarterly Report on Form 10-Q/A for quarter ended May 31, 1998 Amended Quarterly Report on Form 10-Q/A for quarter ended August 31, 1998 Amended Quarterly Report on Form 10-Q/A for quarter ended November 30, 1998 Current Report on Form 8-K/A Registration Statement on Form S-8 |
Fiscal
year ended February 28, 1999
Quarter ended May 31, 1999 Quarter ended August 31, 1999 Filed on June 16, 1999 Filed on July 23, 1999 Filed on July 16, 1999 Filed on July 21, 1999 Filed on July
21, 1999
|
|||
We are also incorporating by reference any additional documents that Cabletron may file with the SEC after the date of this Prospectus and completion of the sale of the shares offered hereby.
You may obtain, without charge, copies of documents incorporated by reference in this document by requesting them in writing or by telephone from:
Eric Jaeger
Executive Vice
President
Cabletron Systems,
Inc.
35 Industrial
Way
Rochester,
New Hampshire 03867
(603) 332-9400
LEGAL MATTERS
The validity of the shares offered by this prospectus have been passed upon by Ropes & Gray.
EXPERTS
The consolidated financial statements and schedules of Cabletron Systems, Inc. as of February 28, 1999 and 1998, and for each of the years in the three-year period ended February 28, 1999, have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
The consolidated balance sheet as of February 28, 1998 and the related
consolidated statements of operations, stockholders' equity and cash flows
in the two year period then ended have been restated as discussed in Note
2(b) therein.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses expected to be incurred
in connection with the issuance and distribution of the securities described
in this Registration Statement, other than the underwriting discount. All
amounts, except the SEC registration fees estimated.
| SEC registration fee
Miscellaneous Total |
$
62
10,000 $ 10,062 |
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law, as amended, provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the c er, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his 45 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, against expenses actually and reasonably incurred in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the bes nd except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or such other court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the C court shall deem proper.
Section 102(b)(7) of the Delaware General Corporation Law, as amended, permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholder ot in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law (relating to unlawful payment of dividends and unlawful stock purchase and redemption), or (iv) for any transaction from which the director derived an improper personal benefit.
The Registrant's Restated Certificate of Incorporation, as amended, provides that the Company's Directors shall not be liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liabilities is not permitted under the Delaware General Corporation Law as in effect at the time such liability is determined. The Restated Certificate of Incorporation, as amended, further provides that the Registrant sh officers to the full extent permitted by the law of the State of Delaware.
ITEM 16. EXHIBITS
|
|
Description of Exhibit |
|
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Opinion of Ropes & Gray with respect to the validity of the securities (filed herewith). |
|
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Consent of KPMG LLP (filed herewith) |
|
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Consent of Ropes & Gray (included in Exhibit 5.1). |
|
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Power of Attorney (included on signature pages). |
ITEM 17. UNDERTAKINGS
The Registrant hereby undertakes:
(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any d or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the Registration
Statement.
(c) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
(d) that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the se he offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
(e) insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (o gistrant
of expenses incurred or paid by a director, officer of controlling person
of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction on the question whether such
indemnification by it is against public policy as e governed by the final
adjudication of such issue.
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rochester, The State of New Hampshire, on this 14th day of December, 1999.
CABLETRON SYSTEMS, INC.
| By: | /S/ | Piyush Patel | ||
| Piyush
Patel
President, Chief Executive Officer and Chairman |
||||
POWER OF ATTORNEY
Pursuant to the requirement of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and
on the dates indicated. Each person whose signature appears below hereby
constitutes and appoints each of Piyush Patel and David J. Kirkpatrick,
each with full power of substitution, his true and lawful attorney-in-fact
and agent with full power to him to sign for him and in his name in the
capacities indicated below any and all amen e amendments) to this Registration
Statement and to file the same, with exhibits thereto, and other documents
in connection therewith, and he hereby ratifies and confirms his signature
as it may be signed by said attorney to any and all such amendments.
| Signature | Capacity | Date | |
| /S/ Piyush Patel
Piyush Patel |
President, Chief Executive Officer,
and Chairman |
December 14, 1999 | |
| /S/ David J. Kirkpatrick
David J. Kirkpatrick |
Corporate Executive Vice President
of Finance
and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
December 14, 1999 | |
| /S/ Craig R. Benson
Craig R. Benson |
Director | December 14, 1999 | |
| /S/ Paul R. Duncan
Paul R. Duncan |
Director | December 14, 1999 | |
| /S/ Donald F. McGuinness
Donald F. McGuinness |
Director | December 14, 1999 | |
| /S/ Michael D. Myerow
Michael D. Myerow |
Secretary and Director | December 14, 1999 |
| EXHIBIT
INDEX
|
||||||
|
Number
|
Title
of Exhibit
|
|||||
|
5.1
|
Opinion of Ropes & Gray. | |||||
|
23.1
|
Consent of KPMG LLP. | |||||
|
23.2
|
Consent of Ropes & Gray. | |||||
|
24.1
|
Power of Attorney. | |||||
EXHIBIT 5.1
December 14, 1999
Cabletron Systems, Inc.
35 Industrial Way
Rochester, NH 03867
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration statement on Form S-3 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, for the registration of 10,000 shares of common stock, par value $0.01 per share (the "Shares"), of Cabletron Systems, Inc., a Delaware corporation (the "Company"), in connection with the resale of the shares by Jeffrey Churchill as described in the Registration Statement.
For purposes of this opinion, we have examined the Registration Statement and such other documents as we have deemed appropriate.
Based upon the foregoing, we are of the opinion that the Shares have been duly authorized, validly issued and are fully paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
EXHIBIT 23.1
The Board of Directors
Cabletron Systems, Inc.:
We consent to the use of our reports incorporated herein
by reference.
KPMG LLP
Boston, Massachusetts
December 14, 1999
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